In the intricate and high-stakes world of Public-Private Partnerships (PPPs), mastering PPP Contract Structuring and Legal Agreements is absolutely fundamental, serving as the blueprint for project execution, risk allocation, and long-term relationship management between public authorities and private entities. The contract is the legal embodiment of the partnership, defining the rights, obligations, and remedies of all parties over decades, making meticulous drafting and a deep understanding of complex legal provisions critical for ensuring project bankability, managing unforeseen events, and safeguarding value for money. This comprehensive training course is meticulously designed to equip public sector officials, legal professionals, project developers, financial institutions, and consultants with the advanced knowledge and practical skills required to navigate the complexities of PPP contract design, negotiation, and implementation, from initial heads of terms to detailed concession agreements and ancillary legal documents. Without robust expertise in PPP Contract Structuring and Legal Agreements, stakeholders risk legal disputes, financial distress, and project failures, undermining the very essence of effective public service delivery through partnerships, underscoring the vital need for specialized expertise in this critical domain.

Duration: 10 Days

Target Audience

• Public Sector Officials from Ministries of Justice, Finance, and PPP Units
• Government Legal Advisors and Public Procurement Lawyers
• Private Sector Project Developers, Sponsors, and Bid Managers
• In-house Counsel for Infrastructure Companies and Financial Institutions
• Legal Professionals specializing in Project Finance, Commercial Law, and Administrative Law
• Arbitrators and Mediators involved in infrastructure disputes
• Contract Managers and Project Managers in both public and private sectors
• Risk Managers and Financial Analysts involved in PPPs
• Consultants advising on contractual aspects of PPPs
• Anyone involved in the drafting, negotiation, or management of PPP legal agreements.

Objectives

• Understand the fundamental principles and objectives of PPP contract structuring.
• Learn about the various types of PPP contracts and their key characteristics.
• Acquire skills in identifying and allocating risks effectively within PPP agreements.
• Comprehend techniques for drafting clear, concise, and enforceable contractual provisions.
• Explore strategies for negotiating complex PPP terms and conditions effectively.
• Understand the importance of ensuring bankability and legal enforceability of contracts.
• Gain insights into managing changes, variations, and renegotiations during the contract term.
• Develop a practical understanding of dispute resolution mechanisms in PPP agreements.
• Master the role of performance specifications and payment mechanisms in contracts.
• Acquire skills in addressing legal aspects of financial close and security packages.
• Learn to apply international best practices and model clauses for PPP contracts.
• Comprehend techniques for ensuring transparency and accountability through contractual design.
• Explore strategies for managing long-term asset lifecycle and handback provisions.
• Understand the importance of adapting contracts to sector-specific requirements and new technologies.
• Develop the ability to lead and implement robust PPP Contract Structuring and Legal Agreements.

Course Content

Module 1: Introduction to PPP Contract Structuring

• The PPP contract as the backbone of the partnership.
• Objectives of PPP contracts: risk allocation, performance incentives, long-term commitment.
• Evolution of PPP contracts: from simple concessions to complex agreements.
• The "bankability" of PPP contracts: meeting lender requirements.
• Consequences of poorly structured contracts: disputes, delays, project failures.

Module 2: Types of PPP Contracts and Their Characteristics

• Concession agreements: typical structure, scope, term.
• Build-Operate-Transfer (BOT), Build-Own-Operate (BOO), Design-Build-Operate (DBO).
• Lease agreements and management contracts.
• Framework agreements for programmatic PPPs.
• Service contracts and availability payment structures.

Module 3: Risk Allocation Principles and Contractualization

• Identifying and assessing key project risks (construction, operational, demand, political, financial).
• Principles of efficient risk allocation: to the party best able to manage.
• Contractual mechanisms for risk transfer, sharing, and mitigation.
• Drafting risk allocation matrix and corresponding contract clauses.
• Understanding the interplay between legal, technical, and financial risks.

Module 4: Key Contractual Clauses: Scope, Term, and Payments

• Defining the project scope, services, and performance requirements.
• Establishing the concession period or contract term and its drivers.
• Payment mechanisms: availability payments, user charges, shadow tolls.
• Indexation and adjustment clauses for payments.
• Legal requirements for public sector payments and subsidies.

Module 5: Performance Specifications and Service Level Agreements (SLAs)

• Drafting output-based performance specifications rather than input-based.
• Developing measurable Key Performance Indicators (KPIs) and Service Level Agreements (SLAs).
• Contractual consequences of non-performance: deductions, penalties, cure periods.
• Incentives for exceeding performance targets.
• Mechanisms for performance monitoring and verification.

Module 6: Financial Provisions and Security Package

• Conditions precedent to financial close.
• Legal aspects of project financing: debt, equity, subordinated debt.
• Security package: pledges, charges, assignments of rights and revenues.
• Direct Agreements with lenders (step-in rights, notice periods).
• Managing foreign exchange risks and hedging strategies.

Module 7: Changes, Variations, and Renegotiations

• Contractual provisions for managing change in scope or law.
• Mechanisms for compensation events and relief events.
• Procedures for contract variations and amendments.
• Principles of good faith renegotiation to preserve project viability.
• Avoiding opportunistic renegotiations and ensuring public interest.

Module 8: Force Majeure and Relief Events

• Defining force majeure events and their legal consequences.
• Distinction between force majeure and other relief events.
• Allocation of costs and responsibilities during force majeure.
• Notification requirements and impact on project timelines.
• Force majeure in the context of pandemics or climate change.

Module 9: Representations, Warranties, and Indemnities

• Purpose and scope of representations and warranties.
• Legal implications of misrepresentation or breach of warranty.
• Indemnification clauses and their limits.
• Liabilities of the parties: caps on liability, exclusion of indirect losses.
• Insurance requirements and their contractual integration.

Module 10: Default, Termination, and Consequences

• Defining events of default for both public and private parties.
• Procedures for notice of default and cure periods.
• Legal grounds for early termination: default, convenience, force majeure.
• Calculation of termination payments and compensation formulas.
• Legal implications of termination on financing and assets.

Module 11: Asset Handback and Lifecycle Management

• Contractual requirements for asset condition at handback.
• Lifecycle maintenance obligations of the private partner.
• Mechanisms for ensuring asset integrity and future usability.
• Legal provisions for defects liability periods after handback.
• Transfer of operational knowledge and personnel.

Module 12: Dispute Resolution Mechanisms

• Contractual escalation procedures for dispute resolution.
• Role of Dispute Boards or Adjudication Boards during project execution.
• Mediation and conciliation as alternative dispute resolution (ADR) methods.
• International arbitration (e.g., ICC, ICSID, UNCITRAL) vs. national courts.
• Enforcement of arbitral awards and court judgments.

Module 13: Sector-Specific Contractual Considerations

• Power Purchase Agreements (PPAs) in energy PPPs.
• Water Usage Agreements and Offtake Agreements in water PPPs.
• Concessions for transport (e.g., shadow tolls vs. direct tolls).
• Performance-based contracts for social infrastructure.
• Data sharing and cybersecurity clauses in digital PPPs.

Module 14: International Best Practices and Model Contracts

• Review of model PPP contracts from international organizations (e.g., World Bank, EBRD).
• Analysis of contractual trends in leading PPP markets globally.
• Lessons learned from successful and failed PPP contracts.
• Harmonizing national legal requirements with international contracting standards.
• The role of standardizing contractual clauses.

Module 15: Practical Workshop: Contract Drafting and Negotiation Simulation

• In-depth analysis of a hypothetical PPP project scenario requiring contract drafting.
• Hands-on exercise: Drafting key clauses for a PPP contract (e.g., risk allocation, payment, termination).
• Negotiation simulation: Participants assume roles (public sector, private sector, lenders) and negotiate key contractual terms.
• Review and critique of drafted clauses and negotiation strategies.
• Group discussions on managing complex contractual challenges in real-world projects.

Training Approach

This course will be delivered by our skilled trainers who have vast knowledge and experience as expert professionals in the fields. The course is taught in English and through a mix of theory, practical activities, group discussion and case studies. Course manuals and additional training materials will be provided to the participants upon completion of the training.

Tailor-Made Course

This course can also be tailor-made to meet organization requirement. For further inquiries, please contact us on: Email: info@skillsforafrica.org, training@skillsforafrica.org Tel: +254 702 249 449

Training Venue

The training will be held at our Skills for Africa Training Institute Training Centre. We also offer training for a group at requested location all over the world. The course fee covers the course tuition, training materials, two break refreshments, and buffet lunch.

Visa application, travel expenses, airport transfers, dinners, accommodation, insurance, and other personal expenses are catered by the participant

Certification

Participants will be issued with Skills for Africa Training Institute certificate upon completion of this course.

Airport Pickup and Accommodation

Airport pickup and accommodation is arranged upon request. For booking contact our Training Coordinator through Email: info@skillsforafrica.org, training@skillsforafrica.org Tel: +254 702 249 449

Terms of Payment: Unless otherwise agreed between the two parties’ payment of the course fee should be done 7 working days before commencement of the training.